APAC INTENDS TO LIST THE COMPANY'S CLASS A SHARES ON NASDAQ STOCKHOLM
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Press Release
11 maj 2021 16:00:00 CET
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, FULLY OR PARTLY, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
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REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.
APAC INTENDS TO LIST THE COMPANY'S CLASS A SHARES ON NASDAQ STOCKHOLM
Aligro Planet Acquisition Company AB (publ) ("APAC" or the "Company"), a Swedish Special Purpose
Acquisition Company (SPAC), formed by an experienced and dynamic team of entrepreneurs, senior
executives and acquisition specialists, today announces the intention to list the Company's Class A shares on
Nasdaq Stockholm. APAC's objective is to raise capital that is expected to amount to SEK 1.0 billion through
a listing (the "Offering") and to within the following 24 months complete a business combination of a non-
listed entity in the Nordics1 that has a distinct ESG profile within the sectors of digital business models,
sustainable consumption and green technology. Nasdaq Stockholm AB has made the assessment that APAC
fulfils the applicable listing requirements on Nasdaq Stockholm (main market), provided that certain
customary conditions are fulfilled.
The Offering in brief
The Offering of Class A Shares and subsequent listing of the Company's Class A shares on Nasdaq Stockholm
will be directed to the public in Sweden and institutional investors in Sweden and abroad. The newly issued
Class A shares in the Offering are expected to provide APAC with a total of SEK 1.0 billion, of which the
sponsors and related parties have undertaken to acquire Class A shares amounting to a minimum of SEK 75
million, corresponding to approximately 7.5 percent of the Offering.
In addition, in connection with the listing on Nasdaq Stockholm Carnegie Fonder AB, Altira AB, M2 Asset
Management AB and Stena Finans AB (jointly the "Cornerstone Investors") have undertaken to subscribe for
Class A shares of a total of SEK 295 million, corresponding to approximately 29.5 percent of the Offering. The
subscription undertakings from the sponsors, their related parties and the Cornerstone Investors in aggregate
correspond to a total of SEK 370 million or approximately 37 percent of the total number of Class A shares that
are expected to be offered in connection with the Offering.
Prior to the contemplated listing on Nasdaq Stockholm, the sponsors have subscribed for warrants ("Sponsor
Warrants") that entitle subscription of Class B shares, which contributed SEK 40 million to the Company. The
proceeds provided to the Company for the Sponsor Warrants are expected to finance the initial costs incurred
in connection with the Offering, day-to-day operating costs, and costs for financing the Company in connection
with the review of potential target companies before a business combination is made public.
The proceeds of SEK 1.0 billion, which is expected to be contributed to the Company from the subscription of
Class A shares in the Offering, will in full be placed on a specific account up until an extra general meeting has
resolved to approve a business combination, in accordance with Nasdaq Stockholm's regulatory framework for
SPACs.
APAC's shareholders will be given the opportunity to redeem all their Class A shares in connection with a
business combination and thereby regain the equivalent of 100 percent of the price in the Offering.
1 If an acquisition has not been completed within 24 months, the general meeting of the shareholders may resolve to extend the
investment period to 36 months, provided that the resolution is supported by 60 percent of votes cast and votes represented .
Riddargatan 12,
114 35 Stockholm,
SwedenPress Release
11 May 2021 16:00:00 CET
To further expose the Class A share to value creation, each Class A share that is not redeemed in connection
with a business combination will entitle the holder to receive one (1) warrant free of charge in connection with
the completion of the business combination. Two (2) warrants entitle the holder to one (1) new Class A share
at a subscription price corresponding to 115 percent of the price in the Offering. The Company is also entitled
to, under certain circumstances, call for redemption of the warrants. These warrants are intended to be
admitted to trading on Nasdaq Stockholm in connection with the completion of the business combination.
Comments from the initiator Hans Eckerström
”Our work will be characterized by openness and transparency. APAC will strive to find a company with a
distinct potential within sustainable development, which will be able to take important steps with the
assistance from APAC's team and with access to the liquidity that APAC represents. When investors in APAC
decide on the proposal for a business combination, as much information as possible will be available to them.
In connection with a business combination, investors will have an opportunity to redeem all their Class A shares
that equals to 100 percent of the price in the Offering, if they do not wish to be part of the continuing journey.
As a result, no one will be buying a pig in a poke.
Perhaps the most interesting part about the SPAC model that Nasdaq Stockholm has now brought to Sweden is
that it enables companies to focus on what they are good at. A traditional listing process can be very
burdensome for a company during a long period of time, both for the owners and the management of the
company. By facilitation of the SPAC model, companies may be introduced more quickly to the market and are
offered a greater transactional security.
APAC will also work to ensure and negotiate for a fair valuation of potential target companies and thereby
minimize the uncertainty that otherwise often characterizes the final stages of a traditional listing process.
We hope to be able to help a company acting for a good cause for the planet to focus on matters which the
company is specialized in, and simultaneously develop over time alongside and supported by the competency
that we have compiled within APAC.”
Background and information on APAC
On 1 February 2021, Nasdaq Nordic launched an updated rulebook that introduced an opportunity to list a
new type of company on Nasdaq Stockholm, known as a Special Purposes Acquisition Company (SPAC). The
purpose of a SPAC is to obtain capital through a dispersion of ownership in connection with a listing and
complete the most attractive business combination possible for the shareholders of the Company. The
regulatory framework imposes certain requirements on the SPAC, which primarily aim to give investors greater
protection and greater influence over their invested capital up until a business combination is completed
compared to what would otherwise be normal for a listed company.
To seize this opportunity from a value creational perspective, APAC has been formed as a SPAC by, among
others, the investor Hans Eckerström, the entrepreneur Richard Båge and the acquisition specialists Anna
Sundberg and Peder Egnell.
APAC's main purpose is to carry out a business combination during an investment period of no more than 24
months after the first day of trading in the Company's Class A shares on Nasdaq Stockholm. A "Business
Combination" means an acquisition of shares or assets or similar transactions in one or more target companies
at a total fair market value corresponding to at least 80 percent of the value of the restricted account from the
Offering. If a Business Combination has not been made within 24 months, the general meeting of the
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11 May 2021 16:00:00 CET
shareholders may resolve to extend the investment period to 36 months, if supported by a majority of 60
percent of the votes cast as well as the shares represented at the general meeting. The purpose of the Offering
is to obtain external capital that in full or in part may finance the consideration to be paid to complete such
Business Combination, as well as to cover the transaction costs that arise in connection therewith up until the
general meeting has resolved to approved a business combination.
Through the establishment of the Company and the listing of the Company's Class A shares on Nasdaq
Stockholm, the board of directors and management will be given the opportunity to actively identify, evaluate,
review and potentially acquire target companies with a distinct ESG profile, with a focus on a target company's
product or solution being linked to any of the defined main themes of digital business models, sustainable
consumption and green technology. In all these main themes, the management group and the board of
directors have extensive experience and broad combined expertise to both carry out successful business
combinations and to develop companies in the long term. The Company believes that this experience will be of
great benefit to successfully identify appropriate target companies, as well as to operate and develop APAC
over the long term to its full potential after a completed Business Combination.
APAC intends to identify and complete a Business Combination that generates value for the shareholders over
the long term. Potential target companies include non-listed, Nordic high-quality companies with a distinct
ESG profile within any of the segments digital business models, sustainable consumption, or green technology.
APAC deems that the sponsors’ wide network, in combination with their knowledge of transactions in a listed
and non-listed environment, and of the valuation dynamics on these markets, make them well suited to
identify and evaluate attractive opportunities for Business Combinations for APAC and to contribute to the
acquired company's value long-term generation.
The business of the target company will be characterized by transparency, wide-ranging cooperation and focus
on value. The aim is to find a company with a distinct ESG profile within any of the segments digital business
models, sustainable consumption, or green technology.
The strengths and competitive advantages in brief
• Influential management group and board of directors with valuable experiences and knowledge for target
companies
• Global ESG trends that create attractive opportunities
• APAC gives investors access to unlisted target companies
• Attractive buyer with broad expertise in all aspects of mergers and acquisitions/business combinations
• Proven value creation in a public environment
• Transparent company structure with common incentives
Opportunity for redemption
The shareholders of APAC will have the opportunity to redeem of all their Class A shares in connection with a
business combination and thereby regain the equivalent of 100 percent of the price in the Offering. The
shareholders may call for redemption up until five (5) days following the day on which a general meeting has
been held to approve a business combination. All shareholders may call for redemption, regardless of whether
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11 May 2021 16:00:00 CET
they voted yes or no, or if they did not attend the general meeting. The redemption amount will be equal to
the price for the Class A shares in the Offering (subject to the restrictions of the Swedish Companies Act, the
Company's articles of association and provided that there are sufficient distributable funds equivalent to the
total amount in the restricted account). The sponsors and their related parties may not redeem any Class A
shares.
To further expose the Class A share to value creation, each Class A share that is not redeemed in connection
with a Business Combination will entitle the holder to receive one (1) warrant free of charge in connection
with the completion of the business combination. Two (2) warrants entitle the holder to one (1) new Class A
share at a subscription price corresponding to 115 percent of the price in the Offering. The Company is also
entitled to, under certain circumstances, call for redemption of the warrants. These warrants are intended to
be admitted to trading on Nasdaq Stockholm in connection with the completion of the business combination.
Sponsors of APAC own non-listed Class B shares corresponding to 20 percent of the total shares in APAC
following the Offering, with the intention to be long-term majority owners in APAC, additionally the sponsors
and related parties have undertaken to acquire Class A shares amounting to a minimum of SEK 75 million,
corresponding to approximately 7.5 percent of the Offering and corresponding to approximately 6.0 percent of
the total number of shares in APAC following the Offering. In addition to the Class B shares in the Company,
the sponsors have, as mentioned above, subscribed for Sponsor Warrants in APAC. Each Sponsor Warrant
entitles the holder to subscribe for one Class B share in the Company at a subscription price equal to 115
percent of the price in the Offering. Holders of Class B shares, including new Class B shares from the use of
Sponsor Warrants, are entitled to convert the Class B shares into an equal amount of Class A shares following a
resolution by the general meeting to approve a business combination and after a business combination has
been completed.
If a business combination is not completed during the investment period (up until 36 months from the first day
of trade of the Company's Class A shares on Nasdaq Stockholm), the Company shall initiate a process to invoke
redemption of the Class A shares for a price corresponding to 100 percent of the price in the Offering and the
investors are thus able to recover the nominal value paid for the Class A shares in connection with the Offering
(subject to the restrictions of the Swedish Companies Act, the Company's articles of association and provided
that there are sufficient distributable funds equivalent to the total amount in the restricted account).
Senior executives and Board of Directors of APAC
The management group and the board of directors possess solid experience and knowledge of all elements
within mergers and acquisitions, from identifying potential target companies, to evaluation and due diligence,
negotiation with selling counterparties and financial and legal structuring of transactions. Overall, the
management and the board of directors have conducted over 15 major public transactions, either as owners,
advisers, or as operational senior executives. This makes the team behind APAC an attractive partner to
support the target company in the transition from a private to a public company.
Further, the management, board of directors and industrial advisers have extensive experience within
company management. In their respective previous professional roles, they have contributed to the
development of prominent companies in a number of industries in both private and listed environments.
Examples of companies run in a listed environment where significant value has been generated for the
shareholders include Thule, Storytel and MIPS. Further information on these, as well as other examples, is
found at the website, www.apac.se.
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11 May 2021 16:00:00 CET
Senior executives
The initiator Hans Eckerström, APAC's Chief Investment Officer and Head of IR, is a private investor that
combines own investments with assignments in the Board of Directors of the listed companies Thule Group
and Swedbank, is the Chairperson and a partner of the private companies Profoto and Henri-Lloyd. He has
previously inter alia been Partner at Nordic Capital and Chairperson of the Board of Nobia, as well as Director
of the Board in Nordstjernan, Cloetta and NEFAB.
Richard Båge, Chairman of the Board, is the founder of Insplanet and Mediaplanet, among others, and as an
early investor in Storytel, doktor.se, meds.se, Lexly and Yabie, he is experienced within several segments for
fueling and changing behaviors of different players. Today he is an active founder and Group Chief of the
global media company Caybon, formerly Mediaplanet.
Peder Egnell, CEO, is a former financial adviser at Goldman Sachs, SEB Enskilda and Access Partners.
Anna Sundberg, CFO and Chief Legal Counsel, is a lawyer and former Partner and Head of Mergers &
Acquisitions at White & Case.
In addition to the sponsors of the SPAC, all of the directors of the board and an industrial network shall assist
in assessment of the relevant markets and potential deals.
The Board of Directors of APAC
In addition to Richard Båge, the Board of Directors of APAC consists of the following.
Bengt Baron, formerly CEO for inter alia Vin & Sprit, The Absolut Company, Cloetta and Leaf, is today
Chairperson of the Board in Enzymatica and Thule Group.
Jenny Keisu, formerly s lawyer at Mannheimer Swartling with an extensive experience with private equity
specializing within ESG and sustainability. She is the co-founder of Summa Equity, where she also was the CEO,
and today she is CEO of X Shore.
Helene Willberg, an expert in transitioning private companies to the listed market following her extensive
experience as a stock exchange auditor, auditor for several large companies, and as the CEO of KPMG. She is
currently Chairperson of the Board in Footway Group and director of the Board in inter alia Thule Group,
Profoto and Nordic Paper Holding.
Magnus Silfverberg, is an expert within digital business models, particularly on Big Data and AI. He is a former
CEO of inter alia Betsson Group and Bisnode.
APAC's industrial network
APAC has access to an industrial network that includes Magnus Brännström, CEO of Oriflame, Mats
Rahmström, CEO of Atlas Copco, and Jon Sintorn, CEO of Nobia.
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11 May 2021 16:00:00 CET
Information on the Offering
The contemplated Offering is expected to include new Class A shares issued by the Company. From the
offering of Class A shares, APAC is expected to obtain SEK 1.0 billion. The Offering is expected to be offered to
the public in Sweden and to institutional investors in Sweden and abroad.
The full terms and instructions for the contemplated Offering will be included in the prospectus that APAC will
prepare in connection with the contemplated listing and that is expected to be made public during the second
quarter of 2021 and be published at APAC's website, www.apac.se.
Nasdaq Stockholm has made the assessment that APAC fulfils the applicable listing requirements. Nasdaq
Stockholm will approve an application to trade the Company's Class A shares on Nasdaq Stockholm, provided
that certain customary conditions are fulfilled, such as APAC submitting the application and that the
distribution requirement on the Class A shares of the Company is fulfilled at the latest on the day of the listing.
The first day of trade of APAC's Class A shares on Nasdaq Stockholm is expected to be during the second
quarter of 2021.
Advisors
Carnegie Investment Bank AB (publ) ("Carnegie") are Global Coordinator and Joint Bookrunner.
Handelsbanken Capital Markets ("Handelsbanken") is a Joint Bookrunner. Baker McKenzie is the legal advisor
to the Company. White & Case is the legal advisor to the Global Coordinator and the Joint Bookrunners.
Sponsors
Refers to the initiators of the Company and the Offering and consists of the Board of Directors, the
management and other holders of Class B shares. Other holders include, among others, employees of APAC
and industrial advisors.
For further information, please contact:
Carl-Fredrik Jaensson, Communications
+46 8 502 355 01
media.relations@apac.se
The information in this press release has been published by the contact person listed above, at a time indicated by Aligro
Planet Acquisition Company AB's (publ) news distributor MFN in connection with the publishing of this press release.
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11 May 2021 16:00:00 CET
Important Information:
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to
restrictions and the recipients of this press release in jurisdictions where this press release has been published
or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is
responsible for using this press release, and the information contained herein, in accordance with applicable
rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or
subscribe for any securities in APAC in any jurisdiction, neither from APAC nor from someone else.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for
securities in the United States. The securities referred to herein may not be sold in the United States absent
registration or an exemption from registration under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold within the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is
no intention to register any securities referred to herein in the United States or to make a public offering of
the securities in the United States. The information in this press release may not be announced, published,
copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States,
Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or in any other
jurisdiction where such announcement, publication or distribution of the information would not comply with
applicable laws and regulations or where such actions are subject to legal restrictions or would require
additional registration or other measures than what is required under Swedish law. Actions taken in violation
of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus
Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be
prepared in connection with the Offering and be scrutinized and approved by the Swedish Financial
Supervisory Authority (Sw. Finansinspektionen) which is the national competent authority in Sweden with
regard to the Prospectus Regulation.
In any Member State of the European Economic Area (the “EEA”) other than Sweden, this press release is only
addressed to and is only directed at “qualified investors” in that Member State within the meaning of the
Prospectus Regulation.
In the United Kingdom, this press release and any other materials in relation to the securities described herein
is only being distributed to, and is only directed at, and any investment or investment activity to which this
document relates is available only to, and will be engaged in only with, "qualified investors" (within the
meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having
professional experience in matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). In the United Kingdom, any investment or investment
activity to which this communication relates is available only to, and will be engaged in only with, relevant
persons. Persons who are not relevant persons should not take any action on the basis of this press release
and should not act or rely on it.
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11 May 2021 16:00:00 CET
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or
current expectations about and targets for the Company's future results of operations, financial condition,
liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which
the Company and the Group operates. Forward-looking statements are statements that are not historical facts
and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate",
"will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-
looking statements in this press release are based upon various assumptions, many of which are based, in
turn, upon further assumptions. Although the Company believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be
correct. Because these statements are based on assumptions or estimates and are subject to risks and
uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking
statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors
could cause actual events to differ materially from the expectations expressed or implied in this release by
such forward-looking statements. The Company does not guarantee that the assumptions underlying the
forward-looking statements in this press release are free from errors and readers of this press release should
not place undue reliance on the forward-looking statements in this press release. The information, opinions
and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and
are subject to change without notice. Neither the Company nor anyone else undertake to review, update,
confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or
circumstances that arise in relation to the content of this press release, unless it is not required by law or
Nasdaq Stockholm regulatory framework for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together,
the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product
approval process, which has determined that such shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID
II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval
process in the United Kingdom, the target market assessment in respect of the shares in the Company has led
to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK
MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients
are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment,
the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note
that: the price of the shares in APAC may decline and investors could lose all or part of their investment; the
shares in APAC offer no guaranteed income and no capital protection; and an investment in the shares in APAC
is compatible only with investors who do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and
risks of such an investment and who have sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or
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11 May 2021 16:00:00 CET
regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Global Coordinators and the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in APAC.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in
APAC and determining appropriate distribution channels.
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